Dodd-Frank.com

Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

SEC Proposes to Modernize Disclosures of Business, Legal Proceedings, and Risk Factors

The SEC has issued proposed rule amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K.  The SEC stated the proposed amendments are intended to update the rules to improve disclosures for investors and to simplify compliance... Read More

Topics: Public Companies and Securities

2nd Big 4 Audit Report with 2 CAMs

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An audit report was filed with a 10-K that includes two CAMs.  One is related to revenue recognition and the other is related to uncertain tax positions. More specifically on revenue recognition the audit report states the auditors identified the evaluation of the allocation of contract price to the identified... Read More

Topics: Errors & Omissions Liability

ISS Analyzes Director Overboarding

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ISS has prepared a whitepaper that analyzes trends in director overboarding. The whitepaper notes that in the 2019 proxy season, “overboarding” became a center-stage issue for many companies and investors. Several large asset managers, including Vanguard, BlackRock, and LGIM, enhanced their voting guidelines to apply stricter criteria, while some directors... Read More

Topics: Public Companies and Securities

Facebook: Hypothetical Risk Factors are Insufficient Disclosure When the Risk has Occurred

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The SEC announced charges against Facebook Inc. for making misleading disclosures regarding the risk of misuse of Facebook user data.  According to the SEC, for more than two years, Facebook’s public disclosures presented the risk of misuse of user data as merely hypothetical when Facebook knew that a third-party developer... Read More

Topics: Litigation, Public Companies and Securities

ISS Opens Global Policy Survey for 2020

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Institutional Shareholder Services Inc.  has launched its Annual Policy Survey.  The survey is a key component of ISS’ annual benchmark policy development process, looking at potential policy changes globally for 2020 and beyond. Institutional investors, companies, corporate directors, and all other market constituents are invited to respond to the survey.... Read More

Topics: Public Companies and Securities